EXHIBIT 8
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NationsBanc Montgomery Securities
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May 13, 1998
Special Committee of the Board of Directors
Bertucci's, Inc.
14 Audubon Road
Wakefield, MA 01880
Gentlemen:
We understand that NE Restaurant Company, Inc, a Delaware
corporation ("Parent") NERC Acquisition Corp., a Massachusetts corporation and a
whollyowned subsidiary of Parent ("Buyer"), and Bertucci's, Inc., a
Massachusetts corporation ("Seller"), have entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which Buyer (i) Buyer will promptly
commence a tender offer (the "Tender Offer") to purchase all of the outstanding
shares of common stock, $0.005 par value per share, of Seller ("Seller Common
Stock") for $10.50 per share in cash (the "Consideration") and (ii) as promptly
after the completion of the Tender Offer as practicable Buyer will merge into
Seller (the "Merger"). Pursuant to the Merger, Seller will become a wholly owned
subsidiary of Parent and each outstanding share of Seller, other than shares
held in treasury or held by Parent or Buyer, will be converted into the right to
receive $10.50 per share in cash (subject to the rights of dissenting
shareholders, if any). The Tender Offer and the Merger are collectively referred
to herein as the "Transaction". The terms and conditions of the Tender Offer and
the Merger are set forth in more detail in the Merger Agreement.
You have asked for our opinion as investment bankers as to whether
the Consideration to be received by the shareholders of Seller pursuant to the
Transaction is fair to such shareholders from a financial point of view, as of
the date hereof.
In connection with our opinion, we have, among other things: (i)
reviewed certain publicly available financial and other data with respect to
Seller, including the consolidated financial statements for recent years and
interim periods through April 18, 1998, and certain other relevant financial and
operating data relating to Seller made available to us from published sources
and from the internal records of Seller; (ii) reviewed the financial terms and
conditions of the Merger Agreement; (iii) reviewed certain publicly available
information concerning the trading of, and the trading market for, Seller Common
Stock; (iv) compared Seller from a financial point of view with certain other
companies in the restaurant industry which we deemed to be relevant; (v)
considered the financial terms, to the extent publicly available, of selected
recent business combinations of companies in the restaurant industry which we
deemed to be comparable, in whole or in part, to the Transaction;
NationsBanc Montgomery Securities LLC
600 Montgomery Street San Francisco, California 94111 (415) 627-2000
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NationsBank
Special Committee of the Board of Directors
Bertucci's, Inc.
May 13, 1998
Page 2
(vi) reviewed and discussed with representatives of the management of Seller
certain information of a business and financial nature regarding Seller,
furnished to us by management of Seller, including financial forecasts and
related assumptions of Seller; (vii) made inquiries regarding and discussed the
Transaction and the Merger Agreement and other matters related thereto with
Seller's counsel; and (viii) performed such other analyses and examinations as
we have deemed appropriate. We have also assumed that Buyer will be provided
with the funds necessary to consummate the Transaction.
In connection with our review, we have not assumed any obligation
independently to verify the foregoing information and have relied on its being
accurate and complete in all material respects. With respect to the financial
forecasts for Seller provided to us by management of Seller, upon your advice
and with your consent we have assumed for purposes of our opinion that the
forecasts have been reasonably prepared on bases reflecting the best available
estimates and judgments of management of Seller as to the future financial
performance of Seller and that they provide a reasonable basis upon which we can
form our opinion. We have also assumed that there have been no material changes
in Seller's assets, financial condition, results of operations, business or
prospects since the respective dates of its last financial statements made
available to us. We have relied on advice of the counsel and the independent
accountants to Seller as to all legal issues, tax, and financial reporting
matters with respect to Seller, the Merger, the Tender Offer and the Merger
Agreement. We have assumed that the Merger and the Tender Offer will be
consummated in a manner that complies in all respects with the applicable
provisions of the Securities Exchange Act of 1934 and all other applicable
federal and state statutes, rules and regulations. In addition, we have not
assumed responsibility for making an independent evaluation, appraisal or
physical inspection of any of the assets or liabilities (contingent or
otherwise) of Seller, nor have we been furnished with any such appraisals.
Finally, our opinion is based on economic, monetary and market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. Accordingly, although subsequent developments may affect this
opinion, we have not assumed any obligations to update, revise or reaffirm this
opinion.
We have further assumed with your consent that the Transaction will
be consummated in accordance with the terms described in the Merger Agreement,
without any further amendments thereto and without waiver by Seller of any of
the conditions to its obligations thereunder.
We have acted as a financial advisor to Seller in connection with the
Transaction and will receive a fee for our services, including rendering this
opinion, a significant portion of which is contingent upon the consummation of
the Transaction. In the ordinary course of our business, we trade the equity
securities of Seller for our own account and for the accounts of customers and,
accordingly, may at any time hold a
Special Committee of the Board of Directors
Bertucci's, Inc.
May 13, 1998
Page 3
long or short position in such securities. We have also acted as an underwriter
in connection with offerings of securities of Seller.
Based upon the foregoing and in reliance thereon, it is our opinion
as investment bankers that the Consideration to be received by the shareholders
of Seller pursuant to the Transaction is fair to such shareholders from a
financial point of view, as of the date hereof.
This opinion is directed to the Special Committee of the Board of
Directors of Seller in its consideration of the Transaction and is not a
recommendation to any shareholder as to how shareholders should vote with
respect to the Merger or whether or not shareholders should tender their Seller
Common Stock into the Tender Offer. Shareholders of Seller are neither
addressees nor intended beneficiaries of our opinion (which is addressed solely
to the members of the Special Committee of the Board of Directors of Seller for
their personal use in connection with their review and approval of the
Transaction) or our underlying financial analysis, and no shareholder of Seller
may rely or allege any reliance on our opinion (in connection with such
shareholder's consideration of the merits of the Transaction or otherwise).
Further, this opinion addresses only the financial fairness of the Consideration
to the shareholders and does not address any other aspect of the Transaction
including, without limitation, the relative merits of the Transaction, any
alternatives to the Transaction or Seller's underlying decision to proceed with
or effect the Transaction. This opinion may not be used or referred to by
Seller, or quoted or disclosed to any person in any manner, without our prior
written consent, which consent is hereby given to the inclusion of this opinion
in any proxy statement and Form 14D-9 filed with the Securities and Exchange
Commission in connection with the Transaction that requires a description of the
factors considered by the Special Committee of the Board of Directors of Seller
in connection with its approval of the Merger Agreement.
Very truly yours,
/s/ NationsBanc Montgomery
NationsBanc Montgomery
Securities LLC